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SouthAfricanBrewerie (SAB)

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Thursday 30 May, 2002

SouthAfricanBrewerie

Final Results - Part 3

South African Breweries PLC
30 May 2002

PART 3

South African Breweries plc
Notes to the Financial Statements (continued)                                                                     25





8. Provisions for liabilities and charges


                                                                             Post-
                                                              Demerged   retirement                Deferred
                                                              entities     benefits       Other    taxation   Total
                                                                  US$m         US$m        US$m        US$m    US$m
At 31 March 2000 (audited)                                         44           29          40          25      138
Prior year adjustment for FRS19                                     -            -           -         110      110
Exchange adjustments                                               (8)          (3)         (3)        (23)     (37)
Charged to profit and loss account                                  -            4           3           5       12
Utilised in the year                                              (11)          (3)        (15)          -      (29)
Transfer to creditors                                               -           (5)          -           -       (5)
At 31 March 2001 (unaudited)                                       25           22          25          117     189
Exchange adjustments                                               (6)          (6)         (2)        (31)     (45)
Arising on the acquisition of subsidiary undertakings               -            -           9          11       20
Charged to profit and loss account                                  -            8           1           5       14
Utilised in the year                                               (5)          (3)         (5)          -      (13)
Transfer (to) / from creditors                                      -           (1)          2           -        1
At 31 March 2002 (unaudited)                                       14           20          30         102      166

                                                                              Post-
                                                             Demerged    retirement               Deferred
                                                              entities     benefits      Other    taxation    Total
                                                                    Rm           Rm         Rm          Rm       Rm
At 31 March 2000 (audited)                                        285          192         262         164      903
Prior year adjustment for FRS19                                     -            -           -         715      715
Exchange adjustments                                                -           15          25          20       60
Charged to profit and loss account                                  -           24          25          33       82
Utilised in the year                                              (82)         (19)       (112)          -     (213)
Transfer to creditors                                               -          (35)          -           -      (35)
At 31 March 2001 (unaudited)                                      203          177         200         932    1,512
Exchange adjustments                                                -           13          76          75      164
Arising on the acquisition of subsidiary undertakings               -           (3)         83         111      191
Charged to profit and loss account                                  -           72          10          48      130
Utilised in the year                                              (48)         (26)        (45)          -     (119)
Transfer (to) / from creditors                                      -          (11)         20           -        9
At 31 March 2002 (unaudited)                                      155          222         344       1,166    1,887



Demerged entities



During the year ended 31 March 1998, the group recognised a provision of US$117
million (R562 million) for the disposal of certain demerged entities in relation
to equity injections which were not regarded as recoverable, as well as
potential liabilities arising on warranties and the sale agreements. During the
year ended 31 March 2002, US$5 million (R48 million) was further utilised in
regard to the disposal of SAB Limited's remaining retail interests. The residual
US$14 million (R155 million) relates mainly to the disposal of OK Bazaars (1929)
Limited to Shoprite Holdings Limited ('Shoprite'). As disclosed in last year's
annual report, a number of claims were made by Shoprite in relation to the
valuation of the net assets of OK Bazaars at the time of the sale and for
alleged breaches by SAB Limited of warranties contained in the sale agreements.
These claims are being contested by SAB Limited and have been submitted for
dispute resolution to independent accountants acting as experts and not as
arbitrators. In March 2000 an opinion was received from the experts but
subsequent to that year end Shoprite have instituted action against the
independent experts and SAB indicating an intention to refute the expert
opinion. While full provision for all claims has already been made on the basis
of prudence, the actual outcome of the dispute cannot be estimated by the
directors at this time. The further information ordinarily required by financial
reporting standard 12 - 'Provisions, Contingent Liabilities and Contingent
Assets' - has not been disclosed on the grounds that it can be expected to
seriously prejudice the outcome of the dispute.



Post-retirement benefits



The provision for post-retirement benefits represents the provision for medical
benefits for retired employees and their dependants in South Africa and pension
provisions for retired employees in SABI Europe and SABI Africa and Asia.  The
principal assumptions on which these provisions are based will be disclosed in
the group's annual report.




South African Breweries plc
Notes to the Financial Statements (continued)                                                                     26





8. Provisions for liabilities and charges (continued)



Other provisions



At 31 March 2002 the group retained US$30 million (R344 million) of other
provisions. The principal individual components of this amount are as follows:



The group has recognised various provisions, totalling US$7 million (R82
million) at 31 March 2002, in relation to taxation exposures it believes may
arise. The provisions principally relate to corporate taxation in respect of a
number of group companies and are not individually significant. Any settlement
in respect of these amounts will occur as and when the assessments are finalised
with the respective tax authorities.



US$7 million (R83 million) of provisions in respect of outstanding litigation
within various operations have been retained, none of which are expected to have
adverse material consequences to the group.



Payroll related provisions of US$10 million (R118 million), include provisions
amounting to US$4 million (R50 million) within SABI Central America and US$3
million (R35 million) within SABI Europe to comply with labour legislation
relating to employee service terminations and rewards.



Deferred taxation



In December 2000 the Accounting Standards Board published FRS19 (Deferred tax),
which requires a form of 'full' provision for accounting for deferred tax
(called 'incremental liability' approach) that replaces the 'partial' provision
method as previously used by SAB plc. The results reflect the adoption of the
'full' provision approach. The cumulative cost of recognising the unprovided
liability relating to previous years has been recognised as a prior year
adjustment and comparative figures for 2000 have been restated. Refer to the
basis of preparation for further details of the change in accounting policy.


                                                                    2002        2001       2002       2001
                                                                    US$m        US$m         Rm         Rm
Provision for deferred tax comprises:
Fixed asset allowances                                              133         127       1,512      1,016
Prepayments                                                         (11)         (3)       (121)       (23)
Excise duty in stock                                                 (4)          4         (50)        29
Unrealised foreign exchange profits                                  (9)          -         (96)         -
Provisions                                                           (2)        (12)        (23)       (94)
Other timing differences                                             (5)          1         (56)         4
                                                                    102         117       1,166        932

At beginning of year as previously reported                         117          25         932        164
Prior year adjustment for FRS19                                       -         110           -        715
Arising on the acquisition of subsidiary undertakings                11           -         111          -
Exchange adjustments                                                (31)        (23)         75         20
Charged to profit and loss account                                    5           5          48         33
At end of year                                                      102         117       1,166        932

Included within debtors is a deferred tax asset
comprising:
Provisions                                                            3           -          34          -
Tax losses carried forward                                            2           -          22          -
                                                                      5           -          56          -

At beginning of year                                                  -           -           -          -
Arising on the acquisition of subsidiary undertakings                 4           -          42          -
Credited to profit and loss account                                   1           -          14          -
At end of year                                                        5           -          56          -



This deferred tax asset is brought about by tax losses in the Czech operations
and timing differences on provisions in Central America. Given both recent and
forecast trading, the directors are of the opinion that the level of profits in
the foreseeable future is more likely than not to be sufficient to record these
assets.




South African Breweries plc
Notes to the Financial Statements (continued)                                                                     27





9. Reconciliation of operating profit to net cash inflow from operating
activities


                                                                            2002       2001       2002      2001
                                                                       Unaudited   Restated  Unaudited  Restated
                                                                            US$m       US$m         Rm        Rm
Operating profit                                                            619        637      6,007     4,671
Depreciation
  tangible fixed assets                                                     176        167      1,709     1,223
  containers                                                                 34         34        330       249
Container breakages and shrinkage                                            10         11        100        78
Amortisation of intangible assets                                            51         20        499       147
Dividends received from other investments                                    (2)        (3)       (23)      (25)
Profit on sale of fixed assets                                               (3)        (6)       (28)      (47)
Brewery closure costs in Pitesti (Romania)                                    8          -         79         -
Asset impairment provision in Ursus (Romania)                                10          -        102         -
Reversal of asset impairment provision in Velke Popovice (Czech)            (11)         -       (108)        -
Non-cash impairment of Monyaka                                                -          5          -        35
Profit on disposal of Sun International                                       -         (5)         -       (38)
Deferred income                                                               1        (12)         5       (83)
Other non-cash movements                                                     11          6        106        51
Net cash inflow from operating activities
before working capital movements (EBITDA)                                   904        854      8,778     6,261

Increase in stock                                                            (7)       (15)       (72)     (107)
Increase in debtors                                                         (37)       (42)      (359)     (312)
Increase in creditors                                                       115         62      1,116       456
Net cash inflow from operating activities                                   975        859      9,463     6,298




South African Breweries plc
Notes to the Financial Statements (continued)                                                                     28





10. Analysis of net debt



                                         Cash at                                         Funding         Funding
                                        bank and                                      due within       due after
                                         in hand        Overdraft        Total          one year        one year
                                            US$m             US$m         US$m              US$m            US$m
At 31 March 2000
(audited)                                   197              (49)          148             (252)           (260)
Cash flow                                   (11)             (48)         (59)              144            (595)
Disposals                                     -                -            -                 -               -
Exchange adjustments                        (21)              11          (10)               26              32
Change in maturity of
net debt                                      -                -            -               (38)             38
Loan reclassification                         -                -            -                21               8
At 31 March 2001
(audited)                                   165              (86)          79               (99)           (777)
Cash flow                                   105               11          116               133            (454)
Acquisitions (excluding
cash and overdrafts)                          -                -            -               (59)           (213)
Exchange adjustments                        (25)              13          (12)               14              29
Change in maturity of
net debt                                      -                -            -              (153)            153
Amortisation of loan
costs                                         -                -            -                 -              (3)
At 31 March 2002
(unaudited)                                 245              (62)         183              (164)         (1,265)

                                         Finance          Finance
                                          leases          leases
                                      due within        due after                         Liquid             Net
                                        one year         one year        Total         resources            debt
                                            US$m             US$m         US$m              US$m            US$m
At 31 March 2000
(audited)                                    (7)             (34)        (553)              119            (286)
Cash flow                                     4              (40)        (487)              (64)           (610)
Disposals                                     -                2            2                 -               2
Exchange adjustments                          3               10           71                (2)             59
Change in maturity of
net debt                                      -                -            -                 -               -
Loan reclassification                       (21)              (8)           -                 -               -
At 31 March 2001
(audited)                                   (21)             (70)        (967)               53            (835)
Cash flow                                    17                7         (297)              (19)           (200)
Acquisitions (excluding
cash and overdrafts)                          -                -         (272)               11            (261)
Exchange adjustments                          5               18           66                 -              54
Change in maturity of
net debt                                    (15)              15            -                 -               -
Amortisation of loan
costs                                         -                -           (3)                -              (3)
At 31 March 2002
(unaudited)                                 (14)             (30)      (1,473)               45          (1,245)



                                         Cash at                                         Funding         Funding
                                        bank and                                      due within       due after
                                         in hand        Overdraft        Total          one year        one year
                                              Rm               Rm           Rm                Rm              Rm
At 31 March 2000
(audited)                                 1,283             (320)         963            (1,648)         (1,700)
Cash flow                                   (79)            (354)        (433)             1,054         (4,365)
Disposals                                     -                2            2                 -               -
Exchange adjustments                        120              (13)         107               (76)           (491)
Change in maturity of
net debt                                      -                -            -              (279)            279
Loan reclassification                         -                -            -               151              58
At 31 March 2001
(audited)                                 1,324             (685)         639              (798)         (6,219)
Cash flow                                 1,019              106        1,125             1,290          (4,410)
Acquisitions (excluding
cash and overdrafts)                          -                -            -              (574)         (2,063)
Exchange adjustments                        450             (130)         320              (306)         (3,183)
Change in maturity of
net debt                                      -                -            -            (1,484)          1,484
Amortisation of loan
costs                                         -                -            -                 -             (25)
At 31 March 2002
(unaudited)                               2,793             (709)       2,084            (1,872)        (14,416)

                                         Finance          Finance
                                          leases          leases
                                      due within        due after                         Liquid             Net
                                        one year         one year        Total         resources            debt
                                              Rm               Rm           Rm                Rm              Rm
At 31 March 2000
(audited)                                   (42)            (223)      (3,613)              780          (1,870)
Cash flow                                    32             (294)      (3,573)             (471)         (4,477)
Disposals                                     -               13           13                 -              15
Exchange adjustments                         (4)               -         (571)              113            (351)
Change in maturity of
net debt                                     (3)               3            -                 -               -
Loan reclassification                      (151)             (58)           -                 -               -
At 31 March 2001
(audited)                                  (168)            (559)      (7,744)              422          (6,683)
Cash flow                                   172               68       (2,880)             (188)         (1,943)
Acquisitions (excluding
cash and overdrafts)                         (4)               -       (2,641)              115          (2,526)
Exchange adjustments                         (6)              (3)      (3,498)              165          (3,013)
Change in maturity of
net debt                                   (149)             149            -                 -               -
Amortisation of loan
costs                                         -                -          (25)                -             (25)
At 31 March 2002
(unaudited)                                (155)            (345)     (16,788)              514         (14,190)





Note: Liquid resources comprise short-term deposits with banks, which mature
within 12 months of the date of inception, and amounts invested in
short-dated liquid instruments.




South African Breweries plc
Notes to the Financial Statements (continued)                                                                     29





10 Analysis of net debt (continued)



The group's net debt is denominated in the following currencies:
                                                                  Denomination
                                                                                           Other
                                                       US dollars           Rand      currencies         Total
                                                             US$m            U$m            US$m          US$m
Gross borrowings (including overdrafts)                     (562)          (330)           (161)       (1,053)
Cash at bank and liquid resources                             88             31              99           218
Net debt at 31 March 2001 (audited)                         (474)          (299)            (62)         (835)

Gross borrowings (including overdrafts)                   (1,094)          (156)           (285)       (1,535)
Cash at bank and liquid resources                             124            79              87           290
Net debt at 31 March 2002                                   (970)           (77)           (198)       (1,245)

(unaudited)

                                                                  Denomination
                                                                                           Other
                                                       US dollars           Rand      currencies         Total
                                                               Rm             Rm              Rm            Rm
Gross borrowings (including overdrafts)                   (4,496)        (2,637)         (1,296)       (8,429)
Cash at bank and liquid resources                            707            247             792         1,746
Net debt at 31 March 2001 (audited)                       (3,789)        (2,390)           (504)       (6,683)

Gross borrowings (including overdrafts)                  (12,465)        (1,781)         (3,251)      (17,497)
Cash at bank and liquid resources                          1,405            908             994         3,307
Net debt at 31 March 2002                                (11,060)          (873)         (2,257)      (14,190)

(unaudited)






11. Acquisitions and disposals



All of the assets and liabilities relating to acquisitions have been accounted
for on an acquisition basis.



For the year ended 31 March 2002:



The following table represents the assets and liabilities acquired for the year
ended 31 March 2002, excluding the assets and liabilities relating to the
acquisition of the Central America business which are separately disclosed
below:
                                                  Book   Fair value        Fair        Book Fair value          Fair
                                                 value  adjustments       value       value  adjustments       value
                                                  US$m         US$m        US$m          Rm           Rm          Rm
Tangible fixed assets                              87            7          94         849            65        914
Other investments                                  (4)           -          (4)        (41)           -         (41)
Stock                                              15            -          15         153           (4)        149
Debtors                                            16           (1)         15         153           (9)        144
Cash and cash equivalents                          11            -          11         105            -         105
Creditors due within one year                     (59)           -         (59)       (576)           2        (574)
Creditors due after one year                       (4)           -          (4)        (28)          (2)        (30)
Provisions for liabilities and charges             (4)          (1)         (5)        (37)         (11)        (48)
                                                   58            5          63         578           41         619
Minority interest                                 (13)           -         (13)       (130)           -        (130)
Net assets                                         45            5          50         448           41         489
Goodwill                                                                    96                                  933
Consideration                                                              146                                1,422








In accordance with the group's policy, the goodwill of US$96 million (R933
million) arising on consolidation has been stated in the group's balance sheet
as an intangible asset.



Total consideration is comprised as follows:
                                                                       US$m              Rm
Cash consideration                                                      145           1,412
Deferred consideration creditor raised                                    1              10
Consideration per the above fair value table                            146           1,422




South African Breweries plc
Notes to the Financial Statements (continued)                                                                     30





11. Acquisitions and disposals (continued)



Adjustments to align accounting policies and fair value adjustments comprise the
following:


                                                                       US$m              Rm
Adjustments to align accounting policies
Tangible fixed assets (1)                                                 7              65
Stock (2)                                                                 -              (4)
Debtors(3)                                                               (1)             (9)
Creditors due within one year (4)                                         -               2
Creditors due after one year (5)                                          -              (2)
Provisions for liabilities and charges (6)                               (1)            (11)
                                                                          5              41



The principal fair value adjustments may be explained as:



(1) land and buildings were revalued on acquisition. Plant and machinery were
revalued on acquisition to the lower of depreciated replacement cost or
value in use. Leased vehicles were capitalised in accordance with group
policy;

(2) stock was revalued at acquisition to original cost;

(3) bad debt provision was increased and taxation balance reallocated to
creditors;

(4) undisclosed liabilities were raised and taxation balance reallocated from
debtors;

(5) liability relating to leased vehicles raised in accordance with group
policy; and

(6) undisclosed provision for potential taxation liabilities raised.





The principal acquisitions made by SAB include the following:



A 20% equity stake in the Castel group (CBB) in exchange for a 38% stake in SABI
Africa by way of a share exchange which became effective on 1 April 2001. A
shareholders' agreement governs the strategic alliance arrangements between the
parties.



On 28 June 2001, SAB India Limited acquired a 76% controlling interest in Mysore
Breweries Limited (MBL) in India. At the time of acquisition MBL had a 60%
interest in Pals Distillers Limited. This was then increased to a 95% interest.



A further 54.6% interest in Nile Breweries of Uganda bringing SAB's stake to
94.6%. Consequently Nile Breweries is now consolidated as opposed to equity
accounted.



In December 2000 the Polish state failed to exercise its put option over its
shareholding in Kompania Piwowarska. In July 2001, the state then sold these
shares to EAC and SAB, increasing our share by 4%.



SABI Europe acquired a controlling interest of 83.7% in Bere Timisoreana SA of
Romania from a vendor consortium on 7 August 2001. This was increased in March
2002 to 95.6%.



An agreement was signed, on 1 November 2001, with The Coca-Cola Export
Corporation to purchase a 45% shareholding in Coca-Cola Bottling Luanda (CCBL).
This investment along with existing management agreement gave SABI Africa an
effective controlling stake in CCBL.



SAB acquired, through its subsidiary SAB India Limited, a 53% controlling
interest in Rochees Breweries Limited, a company listed on a number of stock
exchanges in India, including the Bombay Stock Exchange on 7 November 2001.



After listing CDM on the Mozambiquan Stock Exchange on 27 December 2001, SAB
acquired an additional 13.5% interest, thus increasing its investment to 78.5%.



On 12 February 2002 SABI Africa announced that its Zambian subsidiary, Zambian
Breweries plc, listed on the Lusaka Stock Exchange, had acquired the entire
issued share capital of the Coca-Cola bottler, Zambia Bottlers Limited, from a
vendor consortium including The Coca-Cola Export Corporation.



South African Breweries plc
Notes to the Financial Statements (continued)                                                                     31





11. Acquisitions and disposals (continued)



Central America



On 28 November 2001, SAB plc together with Central American Beverage
Corporation, formed Bevco in which SAB plc has a 58.4% interest. Bevco owns
interests in Honduras and El Salvador. The fair values of the assets and
liabilities acquired, which are considered to be provisional as a number of
matters are still under consideration, were as follows:

                                                 Book  Fair value   Provisional       Book Fair value    Provisional
                                                value  adjustments   fair value      value  adjustments   fair value
                                                 US$m         US$m         US$m         Rm           Rm           Rm
Tangible fixed assets                            241          (14)         227      2,335         (134)       2,201
Other investments                                  -            -            -          4            1            5
Stock                                             58          (11)          47        561         (103)         458
Debtors                                          127           (9)         118      1,237          (88)       1,149
Cash and cash equivalents                         24            1           25        234            7          241
Creditors due within one year                   (136)         (12)        (148)    (1,322)        (117)      (1,439)
Creditors due after one year                    (209)           -         (209)    (2,029)          (4)      (2,033)
Provisions for liabilities and charges            (7)          (8)         (15)       (70)         (74)        (144)
                                                  98          (53)          45        950         (512)         438
Minority interest                                 (4)           -           (4)       (42)           -          (42)
Net assets                                        94          (53)          41        908         (512)         396
Goodwill                                                                   930                                9,031
Consideration                                                              971                                9,427



In accordance with the group's accounting policy, the goodwill of US$930 million
(R9,031 million) arising on consolidation has been stated in the group's balance
sheet as an intangible asset.



Total consideration is comprised as follows:
                                                                       US$m              Rm
Cash consideration                                                      547           5,313
Trading balances with Dole Inc. set off                                  24             230
Issue of shares in Bevco to partner                                     400           3,884
Consideration per the above fair value table                            971           9,427



Adjustments to align accounting policies and fair value adjustments comprise the
following:


Adjustments to align accounting policies
Tangible fixed assets (1)                                                (1)            (13)
Stock (2)                                                                (3)            (26)
Debtors (3)                                                               1               9
Creditors due after one year (4)                                          -              (4)
Provisions for liabilities and charges (5)                               (8)            (78)
Other adjustments
Tangible fixed assets (1)                                               (13)           (121)
Other investments                                                         -               1
Stock (2)                                                                (8)            (77)
Debtors (3)                                                             (10)            (97)
Cash and cash equivalents (7)                                             1               7
Creditors due within one year (8)                                       (12)           (117)
Provisions for liabilities and charges (5)                                -               4
                                                                        (53)           (512)



The principal  fair value adjustments may be explained as:



(1) surplus, obsolete and missing assets were written down to their net
realisable value or value in use. Existing revaluations in respect of tangible
fixed assets were reversed. Assets held under finance leases were capitalised in
accordance with group policy. Depreciation lives were brought into
harmony with group policies;

(2) stock was revalued on acquisition to net realisable value and previously
capitalised maintenance costs were written off to comply with UK GAAP;

(3) deferred tax assets recognised. Recognition of appropriate provisions for
bad and doubtful debts. Write off of prepayments which should have been expensed. 
Capitalised renovation costs (deferred costs) written off to comply with UK GAAP;

(4) recognition of obligations in respect of finance lease and reclassification
of current portion of long term loans;

(5) recognition of provisions for deferred tax in accordance with FRS19 and
constructive labour severance obligations;

(6) reclassification of land not used in business from tangible fixed assets and
write off of investments in process of liquidation;

(7) foreign currencies held were restated to November 2001 exchange rates and
obligations in respect of dividend payable was grossed up; and

(8) recognition of undisclosed liabilities and accruals and reclassification of
long term liabilities.




South African Breweries plc
Notes to the Financial Statements (continued)                                                                     32





11. Acquisitions and disposals (continued)



Reconciliation of cash consideration to cash paid per the cash flow statement


                                                                                US$m             Rm
Cash consideration for Central America                                           547          5,313
Cash consideration for rest of the group                                         145          1,412
Settlement of deferred consideration in respect of Polish put option              12            116
                                                                                 704          6,841

Purchase of subsidiary undertakings per cash flow statement                      672          6,524
Purchase of shares from minorities per cash flow statement                        32            317
                                                                                 704          6,841





12. Post-balance sheet events



Africa



On 14 May 2002 the group announced a restructure of its East African interests.



North America



On 30 May 2002 the group announced the acquisition of 100% of Miller Brewing
Company in the USA for an implied enterprise value of US$4,993 million, to be
satisfied in new shares and existing debt.





Full details can be found in the two announcements.




                                                                                                                  33




SUPPLEMENTARY
INFORMATION (US$)


Half yearly reporting

Profit and Loss Accounts
Cash Flow Statements



South African Breweries plc
Second six months Profit and Loss Accounts
For the period ended 31 March                                                                                     34




                                                                                                   2002        2001
                                                                                              Unaudited   Unaudited
                                                                                                   US$m        US$m

Turnover (including share of associates' turnover)                                                2,188       2,078
Less: share of associates' turnover                                                                (330)       (273)

Group turnover                                                                                    1,858       1,805
Net operating costs                                                                              (1,545)     (1,465)

Group operating profit                                                                              313         340
Share of operating profit of associates                                                              43          26

Profit on ordinary activities before interest and taxation                                          356         366
Net interest payable                                                                                (52)        (30)
Group                                                                                               (45)        (23)
Associates                                                                                           (7)         (7)


Profit on ordinary activities before taxation                                                       304         336
Taxation on profit on ordinary activities                                                          (117)       (104)

Profit on ordinary activities after taxation                                                        187         232
Equity minority interests                                                                           (55)        (52)

Profit for the financial period                                                                     132         180




South African Breweries plc
Second six months Cash Flow Statements
For the period ended 31 March                                                                                     35




                                                                                                    2002        2001
                                                                                               Unaudited   Unaudited
                                                                                                    US$m        US$m

Net cash inflow from operating activities                                                           509         399

Dividends received from associates                                                                    7          12

Returns on investments and servicing of finance
Interest received                                                                                    16          17
Interest paid                                                                                       (66)        (46)
Interest element of finance lease rental payments                                                     -          (2)
Dividends received from other investments                                                             -           1
Dividends paid to minority interests                                                                (25)        (27)
Net cash outflow from returns on investments and servicing of finance                               (75)        (57)

Taxation paid                                                                                       (82)        (73)

Capital expenditure and financial investments
Purchase of tangible fixed assets                                                                  (133)       (155)
Sale of tangible fixed assets                                                                         9          10
Purchase of investments                                                                               4          (9)
Sale of investments                                                                                  (1)         18
Net cash outflow for capital expenditure and financial investments                                 (121)       (136)

Acquisitions and disposals
Purchase of subsidiary undertakings                                                                (590)         (4)
Sale of subsidiary undertakings                                                                       -           1
Net cash acquired with subsidiary undertakings                                                        13          -
Purchase of shares from minorities                                                                  (17)       (404)
Purchase of shares in associates                                                                    (49)         12
Net funding to associates                                                                            (2)        (34)
Sale of associate                                                                                     -          (3)
Net cash outflow for acquisitions and disposals                                                    (645)       (432)

Dividends paid to ordinary shareholders                                                             (45)        (45)

Management of liquid resources
Sale of short-term liquid instruments                                                               259         137
Cash withdrawn from short-term deposits                                                               4           -
Net cash inflow from management of liquid resources                                                 263         137

Financing
Issue of shares                                                                                     398           2
Issue of shares to minorities                                                                          -          1
New loans raised                                                                                     78         333
Repayment of loans                                                                                 (229)        (30)
Net cash inflow  from financing                                                                     247         306

Increase in cash in the period                                                                       58         111




South African Breweries plc
ADMINISTRATION                                                                                                    36


                          South African Breweries plc

                           (Registration No. 3528416)



                               Company Secretary

                                A O C Tonkinson



                               Registered Office

                           Dukes Court, Dukes Street

                                     Woking

                                Surrey GU21 5BH

                                    England

                            Telefax +44-1483-264117

                           Telephone +44-1483-264000



                                  Head Office

                               One Stanhope Gate

                                 London W1K 1AF

                            Telefax +44-20-7659-0111

                           Telephone +44-20-7659-0100



                                Internet address

                             http://www.sabplc.com



                               Investor Relations

                           amillersalzman@sabplc.com

                           Telephone +44-20-7659-0100



                              Independent Auditors

                             PricewaterhouseCoopers

                               1 Embankment Place

                                London WC2N 6RH

                                    England

                            Telefax +44-20-7804-4770

                           Telephone +44-20-7583-5000



                           Registrar (United Kingdom)

                                 Capita IRG plc

                                 Balfour House

                               390-398 High Road

                             Ilford, Essex IG1 1NQ

                                 United Kingdom

                            Telefax +44-20-8478-7717

                           Telephone +44-20-8639-2000



                            Registrar (South Africa)

                    Computershare Investor Services Limited

                        11 Diagonal Street, Johannesburg

                                  PO Box 1053

                               Johannesburg 2000

                                  South Africa

                            Telefax +27-11-370-5487

                           Telephone +27-11-370-5100



                          United States ADR Depositary

                              The Bank of New York

                                 ADR Department

                      620 Avenue of the Americas, Floor 6

                               New York, NY 10011

                            United States of America

                            Telefax +1-212-462-6215

                           Telephone +1-212-462-6667



                      Internet http://www.bankofny.com/adr

                    Toll free 1-888-269-2377 (USA & Canada)







                      This information is provided by RNS
            The company news service from the London Stock Exchange